HomeMy WebLinkAboutEdward and Wanda Hedges - Total Acquisition Contract - 12/12/2005 TOTAL ACQUISITION CONTRACT
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THIS TOTAL ACQUISITION CONTRACT(the "Contract") is made and entered into this day of naremhor
2005, by and between Fdwnrd n Hadnas and Wnndn n Hadapq, hu and aucLe ("Seller"),and City of
Waterloo, Iowa,("Buyer").
1. Seller agrees to sell to Buyer, and Buyer agrees to buy, the following real estate (the "Property"), situated in: See
nffnrhad Iagnl dacrri +tp nnS , City of Waterloo, State of Iowa,which includes the buildings, improvements and other
fixtures thereon.
The Property also includes all estates, rights, title and interests, including all easements, and all advertising devices
and the right to erect such devices as are located thereon.
2. Possession of the Property is the essence of this Contract,and Buyer may enter and assume full use and enjoyment of
the premises per the terms of this Contract. Seller grants Buyer the immediate right to enter the Property for the
purpose of gathering survey and soil data. Seller may surrender possession of the Property or any part thereof prior to
the time at which it has hereinafter agreed to do so, and agrees to give Buyer ten (10) days notice of Seller's
intention to do so by calling Buyer at (319) 291-4366.
3. The purchase price shall be $118,800.00, of which $100.00 is on deposit with the law office of Clark, Butler, Walsh &
Hamann, to be held in trust, and the balance of the purchase price shall be due and payable in full at closing, to be
delivered to the Seller upon performance of Seller's obligations and satisfaction of Buyer's contingencies, if any. If
this Contract is not accepted by Seller or if it is rescinded by Buyer for failure of title or any other reason provided for
in this Contract, then the earnest money shall be returned to Buyer. Any other release of earnest money shall require
the written consent of both parties. In addition to the purchase price, Seller shall be eligible to receive relocation
housing costs equal to the amount by which the purchase price of Seller's replacement property exceeds$118,800,
up to a maximum award of$22,500.
4. Possession of the Property shall be delivered to Buyer at closing, which shall occur on or before June 30, 2006, as
the parties may hereafter agree, but in any event after the approval of title by Buyer and satisfaction or waiver of
contingencies, if any. No later than the closing date, Seiler shall remove from the Property all of its personal
property, trash, and debris of any type that is not a structure or a fixture. Within said time Seller shall also remove
all hazardous materials and/or substances from the Property on or above the ground surface, including but not
limited to barrels, cans, or bottles of any kind. Costs incurred by Buyer to remove any items left behind by Seller
shall be set off against moving costs and/or other expenses that Buyer agrees to reimburse to Seiler under this
Contract. The items to be removed by the Seller shall be agreed upon by both parties at a inspection of the
premises to occur within the timeline of this contract.
5. Seller warrants that there are no tenants on the Property holding under a lease except• �e
6. This Contract shall apply to and bind the legal successors in interest of the Seller, and Seller agrees to pay all
encumbrances, claims, liens and assessments against the Property, including all taxes and special assessments
payable until surrender of possession as required by Section 427.2 of the Code of Iowa, and agrees to warrant
merchantable title. Names and addresses of lienholders are:
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6. Buyer may include mortgagees, lienholders, encumbrances and taxing authorities as payees on warrants as
contract payment. Seller will furnish and deliver to Buyer an abstract of title continued by Black Hawk County
Abstract Company to a date within thirty (30) days before the closing date, showing merchantable title to the
Property in Seller in conformity with this Contract, Iowa law, and title standards of the Iowa State Bar Association.
Seller agrees to pay the cost of abstract continuation, or creation, as necessary. Seller agrees to obtain court
approval of this Contract, if requested by the Buyer, if title to the Property becomes an asset of any estate, trust,
conservatorship or guardianship. Seller agrees to pay court approval costs and all other costs necessary to transfer
the Property to the Buyer. Seller shall convey the Property to Buyer by warranty deed, free and clear of all liens,
restrictions,and encumbrances except as provided in this Contract.
7. Moving and relocation expenses of Seller shall be paid by Buyer, as set forth in this paragraph.Seller will provide
to the Buyer a minimum of two estimates from professional moving companies. In addition, Buyer will reimburse
Seller for its actual miscellaneous, reasonable closing costs and expenses based on invoices supplied by Seller to
Buyer. Any and all costs incurred by Seller in connection with cleaning up the Property to ready it for closing are
not considered moving or relocation expenses.
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8. If the Seller holds title to the Property in joint tenancy with full rights of survivorship and not as tenants in common at
the time of this Contract, Buyer will pay any remaining proceeds to the survivor of that joint tenancy and will accept
title solely from that survivor, provided the joint tenancy has not been destroyed by operation of law or acts of the
Seller.
9. Seller agrees to keep general liability insurance, payable to all parties as their interests may appear, from the date
of this Contract until delivery of the deed and possession. Buyer shall notify all insurance companies of this
Contract. In case of loss or destruction of part or all of the Property from causes covered by the insurance, Seller
agrees to accept the lump sum payment and to endorse the proceeds of any such insurance recovery to the
Buyer. Seller hereby assigns the proceeds of any such insurance recovery to the Buyer, and Seller hereby assigns to
Buyer any and all of Seller's rights under such insurance contract.
10. The Seller has agreed to sell the Property to the Buyer. Seller acknowledges if it fails to complete its duties of
performance under this Contract, Buyer may exercise its power of eminent domain to acquire the Property,
provided that the Property is deemed essential by the City Council to keep the Cedar River Neighborhood project
moving forward, or Buyer may exercise other remedies available under applicable law. Buyer agrees to cooperate
with Seller, at Seller's request and at no additional cost to Buyer, to have this transaction qualify as an involuntary
conversion pursuant to§1033 of the Internal Revenue Code.
11. This Contract shall become effective only upon the occurrence of each of the following two events: acceptance
and approval of the Contract by the City Council of the City of Waterloo;and the Seller agrees, no later December
31,2005, to disclose to Buyer all contamination of the Property by the hazardous wastes and/or substances of which
Seller has knowledge.
12. Buyer shall pay the purchase price to Seller as follows: (a) Upon Seller's delivery to Buyer of a copy of a signed
agreement for Seller's purchase of a substitute property, Buyer shall pay to Seller the sum of$30,000, which shall be
deemed an advance on the purchase price. If, for reasons not attributable to Buyer, Seller fails to close on this
transaction on or before June 30, 2006, then Seller shall pay to Buyer at the time of closing interest on $30,000,
calculated at the rate of five percent (5%) per annum from and after the date of disbursement until the closing
date. (b) At closing, Buyer shall pay Seller the balance of the purchase price.
13. This Contract, together with the exhibits and attachments attached hereto, constitutes the entire agreement
between Buyer and Seller, and there is no agreement to do or not to do any act or deed except as specifically
provided herein. This Contract may be modified only in a writing signed by both parties. Time is of the essence of
this Contract.
WHE ORE, the �rtiie/s have P- itered into this Total Acquisition Contract as of the date first set forth bbove.
Edw r W. He a Social Security Number
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Wanda D. Hedges S16cial Security Number
SELLER'S ACKNOWLEDGMENT:
STATE OF IOWA: SS:
On this�_day of before me, the undersigned, personally appeared Friwnrrf W
LiedCleC onrl wondo n Harl eshi isbnnri and wife known to me to be the identical persons named in and who
executed the foregoing instrument and acknowledged that they ecuted the same as their voluntary qct and deed.
Notary Public
APPROVA . ECOMMENDED Y:
Al 6 2 6S
City Planne (Dat
�'al 'tl'P
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APPROVED BY: ATTEST:
(Mayor) (City Clerk/Auditor)
DATE APPROVED: 1:1 a O 5
BUYER'S ACKNOWLEDGMENT:
STATE OF IOWA,
BLA HAWKCOUNTY, S�S::,�,
On this_V day of u , before me,the undersigned, a Notary Public in and for said County,
in said State, personally appeared Timothy J. Hurley and Nancy Eckert to me personally known,who, before by me duly
sworn, did say that they are the MAYOR and CITY CLERK/AUDITOR, respectively, of said City executing the within and
foregoing instrument to which this is attached, that the seal affixed thereto is the seal of said City; that said instrument
was signed and sealed on behalf of said City by authority of it's City Council; and that the said MAYOR and CITY
CLERK/AUDITOR, acknowledged the execution of said instrume t tQ be the volu ary act and deed of said City, by it
and by them voluntarily executed.
d,
No ry Public
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